Item 5.02 Departure of Directors or Principal Officers; Election of Directors;


          Appointment of Principal Officers.

In May 2017, the Compensation Committee of the Board of Directors of Hanger, Inc. (the "Company") adopted the Company's Special Equity Plan and made a special one-time equity grant to certain key employees, including each of the Company's named executive officers, for both recognition and retention purposes. The Special Equity Plan was created for these grants only, and no future grants are permitted or will be made under the Special Equity Plan. The special equity grants, awarded on May 19, 2017, included performance-based restricted stock units which, if earned, cliff vest 100% on the third anniversary of the grant date. The financial measure for the performance-based restricted stock units is the compounded annual growth rate ("CAGR") of the Company's common stock price over the 36 month performance period between the May 19, 2017 grant date (when the Company's share price was $12.77) and the end of the performance period on May 18, 2020. Under the terms of the awards, the share price as of the end of the performance period was to be equal to the average of the closing stock price for the 25 trading days ending on May 18, 2020.

As a result of the impact of the COVID-19 pandemic on the stock market in general, impacting not only the Company's common stock but virtually all market participants in an unprecedented way, the Compensation Committee took action on May 13, 2020 to modify the performance period ending date for purposes of the CAGR calculation to February 20, 2020, shortening the performance period to approximately 33 months, a reduction of three months. The Compensation Committee made this determination to achieve a result that it believes best reflects the true CAGR over the entire three year performance period as February 20th is the date that the Compensation Committee determined to be the last full trading day that was not impacted negatively by the effects of and concerns relating to COVID-19. Using this modified performance period for the CAGR calculation and the resulting performance computation, the Compensation Committee expects that all the participants in the Special Equity Plan, including the named executive officers, will receive vested restricted stock units in the form of shares of the Company's common stock at approximately 154 % of the targeted shares. The awarded shares will have been earned by achievement of a 25.41% stock price CAGR over the 33 month performance period, using the 25 trading day trailing average as of February 20, 2020.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of the Company held on May 14, 2020 (the "Annual Meeting"), the Company's stockholders voted on three proposals as set forth below. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1. The individuals listed below were elected at the Annual Meeting to serve as

directors of the Company until the next annual meeting of stockholders or

until each of their respective successors have been duly elected and


    qualified:




                         Shares Voted in       Shares Withholding        Broker
  Director Nominee          Favor of               Authority            Non-Votes
    Vinit K. Asar            32,034,762               487,555            3,658,097
     Asif Ahmad              32,029,017               493,300            3,658,097
Christopher B. Begley        32,014,927               507,390            3,658,097
     John T. Fox             32,445,972                76,345            3,658,097
  Thomas C. Freyman          32,451,466                70,851            3,658,097
   Stephen E. Hare           31,971,605               550,712            3,658,097
 Cynthia L. Lucchese         32,035,098               487,219            3,658,097
Richard R. Pettingill        32,034,815               487,502            3,658,097
 Kathryn M. Sullivan         32,035,304               487,013            3,658,097

2. The approval, on an advisory basis, of the compensation awarded to the

Company's named executive officers. This proposal was approved as set forth


    below:




  Shares Voted For For       Shares Voted Against       Abstentions       Broker Non-Votes
        32,146,144                   338,653                37,520             3,658,097

3. The ratification of the appointment of PricewaterhouseCoopers LLP as the


    Company's independent registered public accounting firm for the fiscal year
    ending December 31, 2020. This proposal was approved as set forth below:




             Shares Voted For       Shares Voted Against       Abstentions
                 35,603,681                 574,760                1,973

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